<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BRISTOL-MYERS SQUIBB COMPANY
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
NOTICE OF 1995 ANNUAL MEETING AND PROXY STATEMENT
[WORKPLACE PHOTO]
<PAGE>
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
March 15, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Bristol-Myers Squibb Company at the Hotel duPont, 11th and Market Streets,
Wilmington, Delaware, on Tuesday, May 2, 1995 at 9:45 a.m.
This booklet includes the Notice of Annual Meeting and the Proxy Statement.
The Proxy Statement describes the business to be transacted at the meeting and
provides other information concerning the Company which you should be aware of
when you vote your shares.
The principal business of the Annual Meeting will be the election of
directors, ratification of the appointment of the independent accountants and
consideration of two stockholder-proposed resolutions. As in prior years, we
plan to review the status of the Company's business at the meeting.
At last year's Annual Meeting over 84% of the outstanding shares were
represented. It is important that your shares be represented whether or not you
are personally able to attend. In order to ensure that you will be represented,
we ask you to sign, date and return the enclosed proxy card or proxy voting
instruction form promptly. Proxy votes are tabulated by an independent agent and
reported at the Annual Meeting. The tabulating agent maintains the
confidentiality of the proxies throughout the voting process, and no information
is disclosed to the Company which would identify the vote of any stockholder.
Admission to the Annual Meeting will be by ticket only. If you are a
registered stockholder planning to attend the meeting, please check the
appropriate box on the proxy card and retain the bottom portion of the card as
your admission ticket. If your shares are held through an intermediary such as a
bank or broker, follow the instructions in the Proxy Statement to obtain a
ticket.
As is our usual practice, we have provided space on the proxy card for
comments from our registered stockholders. We urge you to use it to let us know
your feelings about the Company or to bring a particular matter to our
attention. If you hold your shares through an intermediary, please feel free to
write directly to us.
<TABLE>
<S> <C>
RICHARD L. GELB CHARLES A. HEIMBOLD, JR.
RICHARD L. GELB CHARLES A. HEIMBOLD, JR.
Chairman of the Board President and Chief Executive Officer
</TABLE>
<PAGE>
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
---------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
---------------------------------------------
Notice is hereby given that the Annual Meeting of Stockholders will be held
at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday,
May 2, 1995, at 9:45 a.m. for the following purposes as set forth in the
accompanying Proxy Statement:
to elect directors;
to ratify the appointment of Price Waterhouse LLP as independent
accountants for 1995;
to consider and vote upon two stockholder-proposed resolutions; and
to transact such other business as may properly come before the
meeting or any adjournments thereof.
Holders of record of the Company's Common and Preferred Stock at the close
of business on March 3, 1995 will be entitled to vote at the meeting.
By Order of the Board of Directors
ALICE C. BRENNAN
ALICE C. BRENNAN
Secretary
Dated: March 15, 1995
<PAGE>
YOUR VOTE IS IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT.
IF YOU DO NOT ATTEND THE ANNUAL MEETING TO VOTE IN PERSON, YOUR VOTE WILL NOT BE
COUNTED UNLESS A SIGNED PROXY REPRESENTING YOUR SHARES IS PRESENTED AT THE
MEETING.
TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, YOU SHOULD MARK, SIGN
AND DATE THE ENCLOSED PROXY CARD OR PROXY VOTING INSTRUCTION FORM AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE BY
BALLOT.
<PAGE>
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
------------------------------
PROXY STATEMENT
------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION.......................................................... 1
VOTING SECURITIES AND PRINCIPAL HOLDERS.................................................................... 2
BOARD OF DIRECTORS......................................................................................... 4
Meetings of the Board................................................................................. 4
Compensation of Directors............................................................................. 4
Committees of the Board............................................................................... 5
Directors and Nominees................................................................................ 6
COMPENSATION AND BENEFITS.................................................................................. 10
Executive Officer Compensation........................................................................ 10
Summary Compensation Table.......................................................................... 11
Option/SAR Grants in the Last Fiscal Year........................................................... 12
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values....... 12
Board Compensation Committee Report on Executive Compensation......................................... 13
Deductibility of Compensation Over $1 Million....................................................... 15
Performance Graphs.................................................................................... 15
Comparison of 5-Year Cumulative Total Return........................................................ 16
Comparison of 10-Year Cumulative Total Return....................................................... 16
Pension Benefits...................................................................................... 17
Executive Agreement................................................................................... 17
PROPOSALS TO BE VOTED UPON
Proposal 1 -- Election of Directors................................................................... 17
Proposal 2 -- Appointment of Independent Accountants.................................................. 18
Proposal 3 -- Stockholder Proposal Relating to Annual Election of Directors........................... 18
Proposal 4 -- Stockholder Proposal Relating to Retirement Plan for Non-Employee Directors............. 19
1996 PROXY PROPOSALS....................................................................................... 20
</TABLE>
<PAGE>
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors for use at the Annual Meeting of
Stockholders on May 2, 1995.
This Proxy Statement, a proxy card and the Annual Report of Bristol-Myers
Squibb Company, including financial statements for 1994 are being sent to all
stockholders of record as of the close of business on March 3, 1995 for delivery
beginning March 15, 1995. Although the Annual Report and Proxy Statement are
being mailed together, the Annual Report should not be deemed to be part of the
Proxy Statement.
Holders of record of the Company's $0.10 par value Common Stock and $2.00
Convertible Preferred Stock at the close of business on March 3, 1995 will be
entitled to vote at the 1995 Annual Meeting. On each matter properly brought
before the meeting, stockholders will be entitled to one vote for each share of
stock held.
Attendance at the Annual Meeting will be limited to stockholders as of the
record date, their authorized representatives and guests of the Company.
Admission will be by ticket only. For registered stockholders, the bottom
portion of the proxy card enclosed with the Proxy Statement is their Annual
Meeting ticket. Beneficial owners with shares held through an intermediary, such
as a bank or broker, should request tickets in writing from Stockholder
Services, Bristol-Myers Squibb Company, 345 Park Avenue, Suite 4100, New York,
New York 10154, and include proof of ownership, such as a bank or brokerage firm
account statement or a letter from the broker, trustee, bank or nominee holding
their stock, confirming beneficial ownership. Stockholders who do not obtain
tickets in advance may obtain them upon verification of ownership at the
Registration Desk on the day of the meeting. Admission to the Annual Meeting
will be facilitated if tickets are obtained in advance. Tickets may be issued to
others at the discretion of the Company.
Proxies are solicited to give all stockholders who are entitled to vote on
the matters that come before the meeting the opportunity to do so whether or not
they choose to attend the meeting in person.
If you are a registered stockholder you may vote by proxy by using the
proxy card enclosed with the Proxy Statement. When your proxy card is returned
properly signed, the shares represented will be voted according to your
directions. You can specify how you want your shares voted on each proposal by
marking the appropriate boxes on the proxy card. The proposals are identified by
number and an identifying title on the proxy card. Please review the voting
instructions on the proxy card and read the entire text of the proposals and the
positions of the Board of Directors in the Proxy Statement prior to marking your
vote. If your proxy card is signed and returned without specifying a vote or an
abstention on any proposal, it will be voted according to the recommendation of
the Board of Directors on that proposal. That recommendation is shown for each
proposal on the proxy card. For the reasons set forth in more detail later in
the Proxy Statement, the Board of Directors recommends a vote FOR the election
of directors, FOR the ratification of the appointment of Price Waterhouse, and
AGAINST each of the two stockholder-proposed resolutions. If you are a
stockholder who holds shares through an intermediary, you must provide
instructions on voting to your nominee holder.
The Board of Directors of Bristol-Myers Squibb knows of no other matters
which may be brought before the meeting. However, if any other matters are
properly presented for action, it is the intention of the named proxies to vote
on them according to their best judgment.
A plurality of the votes cast at the meeting is required to elect
directors. The affirmative vote of a majority of the shares of stock present in
person or by proxy is required for ratification of the appointment of Price
Waterhouse LLP ('Price Waterhouse') and for the adoption of the two
stockholder-proposed resolutions.
1
<PAGE>
In accordance with the laws of the State of Delaware and the Company's
Restated Certificate of Incorporation and Bylaws (i) for the election of
directors, which requires a plurality of the votes cast, only proxies and
ballots indicating votes 'FOR all nominees', 'WITHHELD for all nominees' or
specifying that votes be withheld for one or more designated nominees are
counted to determine the total number of votes cast, and broker non-votes are
not counted, and (ii) for the adoption of all other proposals, which are decided
by a majority of the shares of the stock of the Company present in person or by
proxy and entitled to vote, only proxies and ballots indicating votes 'FOR',
'AGAINST' or 'ABSTAIN' on the proposal or providing the designated proxies with
the right to vote in their judgment and discretion on the proposal are counted
to determine the number of shares present and entitled to vote, and broker
non-votes are not counted.
If you are a registered stockholder and wish to give your proxy to someone
other than the Directors' Proxy Committee, you may do so by crossing out the
names of all three Proxy Committee members appearing on the proxy card and
inserting the name of another person. The signed card must be presented at the
meeting by the person you have designated on the proxy card. You may revoke your
proxy at any time before it is voted at the meeting by taking one of the
following three actions: (i) by giving written notice of the revocation to the
Company; (ii) by executing and delivering a proxy with a later date; or (iii) by
voting in person at the meeting.
Tabulation of proxies and the votes cast at the meeting is conducted by an
independent agent and certified to by independent inspectors of election. Any
information that identifies the stockholder or the particular vote of a
stockholder is kept confidential and not disclosed to the Company.
The expense of preparing, printing and mailing proxy materials to
Bristol-Myers Squibb stockholders will be borne by Bristol-Myers Squibb. In
addition to solicitations by mail, a number of regular employees of
Bristol-Myers Squibb may solicit proxies on behalf of the Board of Directors in
person or by telephone. The Company has also retained, on behalf of the Board of
Directors, Georgeson & Company Inc., Wall Street Plaza, New York, New York
10005, to aid solicitation by mail, telephone, telegraph and personal interview
for a fee of approximately $25,000 which will be paid by the Company.
Bristol-Myers Squibb will also reimburse brokerage houses and other nominees for
their expenses in forwarding proxy material to beneficial owners of the
Company's stock.
VOTING SECURITIES AND PRINCIPAL HOLDERS
At the close of business on March 3, 1995, there were 507,267,236 shares of
$0.10 par value Common Stock ('Common Stock'), and 21,210 shares of $2.00
Convertible Preferred Stock ('Preferred Stock') outstanding and entitled to
vote.
The following table sets forth, as of January 31, 1995, beneficial
ownership of shares of Common Stock of the Company by each director, each of the
named executive officers and all directors and officers as a group.
Unless otherwise noted, such shares are owned directly or indirectly with
sole voting and sole investment power.
None of the directors or officers owns any Preferred Stock of the Company.
2
<PAGE>
<TABLE>
<CAPTION>
OF TOTAL NUMBER OF
SHARES BENEFICIALLY
TOTAL NUMBER OF PERCENT OF OWNED, SHARES WHICH MAY
SHARES BENEFICIALLY COMMON STOCK BE ACQUIRED WITHIN
NAME OWNED OWNED 60 DAYS
- ---------------------------------------- ------------------- ------------ -----------------------
<S> <C> <C> <C>
R. E. Allen............................. 2,967(a) *(b) 2,500
M. E. Autera............................ 290,390(c)(d) * 213,040
E. V. Futter............................ 2,627(e) * 2,400
R. L. Gelb.............................. 1,909,204(d)(f) * 944,330
L. V. Gerstner, Jr...................... 8,740(g) * 1,750
C. A. Heimbold, Jr...................... 596,719(d)(h) * 472,080
J. D. Macomber.......................... 10,500(i) * 250
A. Rich, M.D............................ 2,500(a) * 2,500
J. D. Robinson III...................... 6,300 * 2,500
L. E. Rosenberg, M.D.................... 122,001(d)(j) * 80,125
A. C. Sigler............................ 5,500 * 2,500
L. W. Sullivan, M.D..................... 350 * 250
K. E. Weg............................... 187,264(d) * 167,294
All Directors and Officers as a Group
(a)(c)(d)(e)(f)(g)(h)(i)(j)(k)........ 4,320,076 0.9 2,709,373
</TABLE>
- ------------
(a) Does not include amounts credited to directors' accounts in the 1987
Deferred Compensation Plan for Non-Employee Directors as units which are
valued according to the market value and shareholder return on equivalent
shares of Common Stock. Mr. Allen and Dr. Rich hold 7,342 and 4,843 such
units, respectively.
(b) Asterisk (*) represents less than 1% of stock.
(c) Includes 480 shares owned by Mr. Autera's wife over which he has neither
voting nor investment power.
(d) Messrs. Autera, Gelb, Heimbold, Rosenberg and Weg as well as other
executive officers each used shares previously awarded to them under the
Company's Restricted Stock Program to pay withholding tax obligations
resulting from the vesting of restricted stock shares in 1994; such
payments reduced the total number of shares owned by each of such executive
officers.
(e) Includes 227 shares owned jointly by Ms. Futter and her husband over which
she exercises shared voting and investment power.
(f) Includes 860,000 shares owned by the Charter Corporation over which Mr.
Gelb, as a director of the Charter Corporation, shares voting and
investment power with other members of its board of directors.
(g) Does not include amounts credited to Mr. Gerstner's account in the Squibb
Corporation Deferred Plan for Fees of Outside Directors as units which are
valued according to the market value and shareholder return on equivalent
shares of Common Stock. Mr. Gerstner holds 1,246 such units. Also does not
include 150 shares held in trust for the benefit of Mr. Gerstner's wife
over which neither he nor she exercises voting or investment power.
(h) Includes 3,188 shares held by members of Mr. Heimbold's family over which
he exercises shared voting and investment power and also includes 2,810
shares owned by The Heimbold Foundation, a charitable foundation. Also
includes 9,732 shares held in trust for Mr. Heimbold's children over which
he has neither voting nor investment power.
(i) Includes 1,650 shares held by members of Mr. Macomber's family over which
he exercises shared voting and investment power.
(j) Includes 8,542 shares owned by Dr. Rosenberg's wife over which he has
neither voting nor investment power.
(k) Includes 25,437 shares held jointly by other executive officers and their
respective spouses over which the officers exercise shared voting and
investment power. Also includes 753 shares owned by or for children of the
other executive officers over which the officers exercise shared voting and
investment power.
3
<PAGE>
BOARD OF DIRECTORS
The business of the Company is managed under the direction of the Board of
Directors. It has responsibility for establishing broad corporate policies and
for the overall performance of the Company. It is not, however, involved in
operating details on a day-to-day basis. The Board is kept advised of the
Company's business through regular written reports and analyses and discussions
with the Chairman, the President and Chief Executive Officer and other
executives of the Company.
MEETINGS OF THE BOARD
The Board meets on a regularly scheduled basis during the year to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings when an important matter requires
Board action between scheduled meetings. Members of senior management regularly
attend Board meetings to report on and discuss their areas of responsibility.
In 1994, there were twelve meetings of the Board. Director aggregate
attendance at Board and Committee meetings averaged over 97%.
COMPENSATION OF DIRECTORS
In 1994, directors who were not also employees of Bristol-Myers Squibb each
received annual compensation consisting of an annual director's fee of $35,000
plus a fee of $2,000 for each Board meeting and Board Committee meeting
attended. In addition, the Chairmen of the Audit Committee, the Compensation and
Management Development Committee and the Committee on Directors and Corporate
Governance each received an annual fee of $10,000. In 1994 two non-employee
directors elected to participate in the 1987 Deferred Compensation Plan for
Non-Employee Directors. Under the provisions of the Plan, a non-employee
director may elect to defer payment of all or part of the compensation received
as a director. Deferred funds may be credited to a 6-month United States
Treasury bill equivalent fund, a fund based on the return on the Company's
invested cash or a fund based on the return on Bristol-Myers Squibb Company
Common Stock or to two or three of the funds. Deferred portions are payable in a
lump sum or in not more than ten annual installments. Payments under the Plan
commence when a participant ceases to be a director or at a future date
previously specified by the director. Pursuant to the provisions of the
Retirement Plan for Non-Employee Directors, a non-employee director who retires
from the Board after five years of service will receive an annual retirement
benefit equal to 50% of the director's average annual compensation at
retirement. For each year of service in excess of five, the benefit percentage
will increase by 2% to a maximum of twenty years of service. In its discretion
the Board of Directors may grant a benefit to a director who would otherwise not
be eligible for a benefit. The Bristol-Myers Squibb Company Non-Employee
Directors' Stock Option Plan provides for the automatic grant on the date of the
Company's Annual Meeting of an option to purchase 1,000 shares of the Company's
Common Stock to each individual who is elected to the Board of Directors at such
meeting or who had previously been elected to the Board of Directors for a term
extending beyond such Annual Meeting, provided such individual is not also an
employee of the Company. The price of the option is the fair market price of the
Company's Common Stock on the date the option is granted. Each option becomes
exercisable in four equal installments commencing on the earlier of the first
anniversary of the date of grant or the date of the next Annual Meeting and
continuing similarly for the three years thereafter. The options also become
fully exercisable upon retirement from the Board after one year of service. In
1994, options for a total of 8,000 shares were granted, consisting of options
for 1,000 shares granted to each of eight non-employee directors. The Directors'
Charitable Contribution Program is part of the Company's overall program of
charitable contributions. The Program is fully funded by life insurance policies
purchased by the Company on individual members and retired members of the Board
of Directors. In 1994, the Company paid a total of $186,000 in premiums on
policies covering thirteen directors and retired
4
<PAGE>
directors. The policies provide for a $1 million death benefit for each director
covered. Upon the death of a director, the Company donates one-half of the $1
million benefit to one or more qualifying charitable organizations designated by
the director. The remaining one-half of the benefit is contributed to the
Bristol-Myers Squibb Foundation, Inc. for distribution according to the
Foundation's program for charitable contributions to medical research,
health-related and community service organizations, educational institutions and
education-related programs and cultural and civic activities. Individual
directors derive no financial benefit from this program since all charitable
deductions relating to the contributions accrue solely to the Company.
COMMITTEES OF THE BOARD
The Company's Bylaws specifically provide for an Audit Committee and an
Executive Committee. The Company's Bylaws also authorize the establishment of
additional committees of the Board and, under this authorization, the Board of
Directors has established the Committee on Directors and Corporate Governance
and the Compensation and Management Development Committee. The Board has
appointed individuals from among its members to serve on these four committees.
The membership of these four committees, with the exception of the Executive
Committee, is composed entirely of non-employee directors. From time to time the
Board of Directors establishes special committees to address certain issues.
Composition of such committees depends upon the nature of the issue being
addressed.
The duties of the Audit Committee are (a) to recommend to the Board of
Directors a firm of independent accountants to perform the examination of the
annual financial statements of the Company; (b) to review with the independent
accountants and with the Controller the proposed scope of the annual audit, past
audit experience, the Company's internal audit program, recently completed
internal audits and other matters bearing upon the scope of the audit; (c) to
review with the independent accountants and with the Controller significant
matters revealed in the course of the audit of the annual financial statements
of the Company; (d) to review on an annual basis whether the Company's Standards
of Business Conduct and Corporate Policies relating thereto has been
communicated by the Company to all key employees of the Company and its
subsidiaries throughout the world with a direction that all such key employees
certify that they have read, understand and are not aware of any violation of
the Standards of Business Conduct; (e) to review with the Controller any
suggestions and recommendations of the independent accountants concerning the
internal control standards and accounting procedures of the Company; (f) to meet
on a regular basis with a representative or representatives of the Internal
Audit Department of the Company and to review the Internal Audit Department's
Reports of Operations; and (g) to report its activities and actions to the Board
at least once each fiscal year.
The Committee on Directors and Corporate Governance's duties include, among
other things, (a) screening and recommending candidates for the Board of
Directors of the Company; (b) recommending the term of office for directors; (c)
recommending retirement policies for non-employee directors and remuneration for
non-employee directors; (d) recommending the desirable ratio of employee
directors to non-employee directors; (e) reviewing the format of Board meetings
and making recommendations for the improvement of such meetings; (f)
recommending the nature and duties of committees of the Board; and (g)
considering matters of corporate social responsibility and matters of
significance in areas related to corporate public affairs, the Company's
employees, stockholders and its customers. The Committee on Directors and
Corporate Governance considers stockholder recommendations of nominees for
election to the Board of Directors if they are accompanied by a comprehensive
written resume of the recommended nominee's business experience and background
and a consent in writing signed by the recommended nominee that he or she is
desirous of being considered as a nominee and, if nominated and elected, he or
she will serve as a director. Stockholders should send their written
recommendations of nominees accompanied by the aforesaid documents to the
principal executive offices of the Company addressed to the Company, 345 Park
Avenue, New York, New York 10154, attention Corporate Secretary.
5
<PAGE>
The Compensation and Management Development Committee's duties include,
among other things, (a) administration of the Company's annual bonus, stock
option and long-term incentive plans; (b) adoption and review of major
compensation plans; (c) responsibility for the Company's management development
programs and procedures; and (d) approval of compensation for corporate officers
and certain senior management.
During calendar year 1994, the committees of the Board held in the
aggregate a total of twelve meetings; the Audit Committee having met three
times, the Compensation and Management Development Committee having met six
times and the Committee on Directors and Corporate Governance having met three
times. There were no meetings of the Executive Committee in 1994.
DIRECTORS AND NOMINEES
Following are the nominees and the other directors of the Company who will
continue in office beyond the Annual Meeting, with information including their
principal occupation and other business affiliations, the year each was first
elected as a director, the Board Committee memberships of each, other
affiliations and each director's age. After the election of three directors at
the meeting, the Company will have ten directors, including the seven directors
whose present terms extend beyond the meeting. Richard L. Gelb who has been a
director of the Company since 1960 and Alexander Rich, M.D. who has been a
director of the Company since October 1989 and served as a director of the
Squibb Corporation from March to October 1989 will have both attained age 70,
the mandatory age for retirement as a director, by the Annual Meeting date and
will retire from the Board of Directors at the Annual Meeting. Listed first
below are nominees for election for the 1995-1998 term followed by the directors
in the 1993-1996 term and then the directors in the 1994-1997 term.
<TABLE>
<S> <C>
1995-1998 TERM
------------------------------------------------------------------------------------------------------------------
[PHOTO] LOUIS V. GERSTNER, JR.
Chairman and Chief Executive Officer of IBM Corporation since April 1993.
Chairman and Chief Executive Officer of RJR Nabisco Holdings Corporation
from 1989 to 1993. Director of the Company since October 1989 and a
director of Squibb Corporation from 1986 to October 1989. His present term
expires at this Annual Meeting. Mr. Gerstner is a director of The New York
Times Company. He is a member of the board of Lincoln Center for the
Performing Arts, a trustee of the New York Public Library and vice chairman
of the board of the New American School Development Corporation. He is also
a member of the Council on Foreign Relations, Inc., and a board member of
The America/China Society and The Japan Society. Board Committees:
Committee on Directors and Corporate Governance, Compensation and
Management Development Committee and Executive Committee. Age 53.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
[PHOTO] CHARLES A. HEIMBOLD, JR.
Chief Executive Officer since January 1994 and President since October 1992
of the Company. Mr. Heimbold was Executive Vice President of the Company
from 1989 until October 1992, with responsibility for the Consumer Products
Group from 1989, the Health Care Group from 1984 and Planning and
Development from 1988. Director of the Company since 1989. His present term
expires at this Annual Meeting. He is a member of The Business Roundtable,
The Business Council, the Council of Foreign Relations, Inc., the Board of
Governors of the American Red Cross and the Executive Committee of the
Board of Directors of the Pharmaceutical Research and Manufacturers of
America. He is also a member of the Board of Trustees of International
House and of Sarah Lawrence College, a member of the Board of Directors of
the Ethics Resource Center and the Biomedical Services Corporation, Vice
Chairman of the Board of Trustees of Phoenix House and Chairman of the
Board of Overseers of the Law School and Trustee of the University of
Pennsylvania. Board Committee: Executive Committee. Age 61.
[PHOTO] KENNETH E. WEG
President of the Pharmaceutical Group since March 1993 and President of
Pharmaceutical Operations from May 1991 until March 1993. President of the
International Pharmaceutical Group from 1990 to April 1991. Mr. Weg is a
Trustee of the Princeton Medical Center and a Trustee of the Foundation for
New Jersey Public Broadcasting, Inc. He is also a member of the
Philadelphia Museum of Art Corporate Executive Committee. Age 56.
1993-1996 TERM
------------------------------------------------------------------------------------------------------------------
[PHOTO] ELLEN V. FUTTER
President of The American Museum of Natural History since 1993. President
of Barnard College from 1981 to 1993. Director of the Company since March
1990. Her present term expires at the 1996 Annual Meeting. Ms. Futter is a
trustee of Consolidated Edison Company of New York, Inc. and The American
Museum of Natural History and a director of CBS, Inc. She is a member of
the Council on Foreign Relations, Inc. and Helsinki Watch, a Trustee of the
Committee for Economic Development and a Partner of the New York City
Partnership, Inc. Ms. Futter is also a director of Phi Beta Kappa
Associates and The American Ditchley Foundation and a trustee of The
American Assembly. Board Committees: Audit Committee and Compensation and
Management Development Committee. Age 45.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
[PHOTO] ANDREW C. SIGLER
Chief Executive Officer since 1974, Chairman since 1979 and a director
since 1973 of Champion International Corporation, a paper and wood products
company. Director of the Company since 1984. His present term expires at
the 1996 Annual Meeting. Mr. Sigler is a director of Allied Signal, Inc.,
Chemical Banking Corporation and General Electric Company. He is a member
of The Business Council, The Business Roundtable and the Board of Trustees
for Dartmouth College and the Enterprise Foundation. Board Committees:
Audit Committee (Chairman), Compensation and Management Development
Committee and Executive Committee. Age 63.
[PHOTO] LOUIS W. SULLIVAN, M.D.
President of Morehouse School of Medicine from 1985 to 1989 and since
January 1993. From March 1989 to January 1993 Secretary of the United
States Department of Health and Human Services. Director of the Company
since February 1993. His present term expires at the 1996 Annual Meeting.
Dr. Sullivan is a director of 3-M Corporation, Georgia-Pacific Corporation,
General Motors Corporation, CIGNA Corporation, Household International,
Inc., EndoVascular Instruments, Inc., Geneic Sciences Inc. and Equifax Inc.
He is a founder and Vice Chairman of Medical Education for South African
Blacks, Inc., a member of the National Executive Council of the Boy Scouts
of America, a member of the Board of Trustees of Little League of America,
Africare, the International Foundation for Education and Self-Help and the
American Cancer Society and a director of the Ethics Resource Center and
United Way of America. Board Committees: Audit Committee and Committee on
Directors and Corporate Governance. Age 61.
1994-1997 TERM
------------------------------------------------------------------------------------------------------------------
[PHOTO] ROBERT E. ALLEN
Chairman and Chief Executive Officer since 1988 and director since 1984 of
AT&T Company, a communications products, services and systems company.
Director of the Company since January 1986. His present term expires at the
1997 Annual Meeting. Mr. Allen is a director of Pepsico, Inc. and Chrysler
Corporation. He is a member of The Business Council, The Business
Roundtable and the U.S.-Japan Business Council and a trustee of Wabash
College. Board Committees: Committee on Directors and Corporate Governance
(Chairman), Compensation and Management Development
Committee and Executive Committee. Age 60.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
[PHOTO] MICHAEL E. AUTERA
Executive Vice President of the Company since August 1989 with
responsibility for the Nutritional and Health Care businesses of the
Company since January 1994 and the Consumer Products Group since September
1994. Executive Vice President, Administration, of the Company from 1989
until January 1994 and Chief Financial Officer from 1977 to March 1994.
Director of the Company since 1991. His present term expires at the 1997
Annual Meeting. Mr. Autera is a Council Member of The Brookings Institution
and a member of the Board of Managers of the New York Botanical Garden. Age
56.
[PHOTO] JOHN D. MACOMBER
Principal since 1992 of the JDM Investment Group, a private investment
firm. Chairman and President of the Export-Import Bank of the United States
from 1989 to 1992. Chairman and Chief Executive Officer of Celanese
Corporation from 1973 to 1986. Director of the Company from 1978 to 1989
and since February 1993. His present term expires at the 1997 Annual
Meeting. Mr. Macomber is a director of The Brown Group, Inc., Lehman
Brothers Holdings, Inc., Pilkington Ltd., Textron, Inc. and Xerox
Corporation. He is Chairman of the Council For Excellence in Government, a
director of the Atlantic Council of the United States, The French-American
Foundation, the National Executive Services Corps and the George Bush
Presidential Library Foundation. He is also on the Advisory Boards of the
Center for Strategic & International Studies and the Yale School of
Management. He is a Trustee of the Carnegie Institution of Washington and
The Rockefeller University, a member of the Council on Foreign Relations,
Inc. and The Bretton Woods Committee. Board Committees: Audit Committee and
Compensation and Management Development Committee. Age 67.
[PHOTO]
JAMES D. ROBINSON III
President since March 1993 of J.D. Robinson Inc., a strategic advisory
company. He is also a Principal of RRE Investors, LLC and of North American
Business Partners. Chairman and Chief Executive Officer of American Express
Company from 1977 to 1993. Director of the Company since 1976. His present
term expires at the 1997 Annual Meeting. Mr. Robinson is a director of the
Coca-Cola Company, Union Pacific Corporation, First Data Corporation, New
World Communications Group, Inc. and Alexander & Alexander Services, Inc.
He is Chairman of the Board of Overseers and Board of Managers of
Memorial Sloan-Kettering Cancer Center, a member of The Business Council
and the Council on Foreign Relations, Inc. and an Honorary Trustee of The
Brookings Institution. Board Committees: Committee on Directors and
Corporate Governance, Compensation and Management Development Committee
(Chairman) and Executive Committee. Age 59.
</TABLE>
9
<PAGE>
COMPENSATION AND BENEFITS
The Company's compensation and benefits programs are designed to enable the
Company to attract, retain and motivate the best possible employees to operate
and manage the Company at all levels.
In general, all U.S.-based employees, except in some cases those covered by
collective bargaining agreements, receive a base salary, participate in a
Company-supported savings plan and a Company-funded pension plan and are
provided with medical and other welfare benefits coverage. Employees outside of
the United States are similarly covered by comprehensive compensation and
benefits programs.
In addition, the Company maintains specific executive compensation programs
designed to provide incentives to reward and retain outstanding executives who
bear the responsibility for achieving the demanding business objectives
necessary to assure the Company's leadership position in the highly complex and
competitive industries in which it operates. The executive compensation programs
are based upon a pay-for-performance philosophy to provide incentives to achieve
both short term and long term objectives and to reward exceptional performance,
gains in productivity and contributions to the Company's growth and success.
While performance against financial objectives is the determinant of
formula-based incentive payments under the Company's executive compensation
program, the successful Bristol-Myers Squibb executive must perform effectively
in many areas which are not measured specifically by financial results.
Performance is also assessed against standards of business conduct reflecting
social values and the expectations of the Company's key constituencies,
including its employees and stockholders, the consumers of its products,
suppliers and customers, the communities it operates in and the countries where
it does business. The Bristol-Myers Squibb Company Pledge clearly defines what
is expected of every employee in the Company, and the performance of the
Company's executives is appraised in this regard.
EXECUTIVE OFFICER COMPENSATION
The following tables and notes present the compensation provided by the
Company to its Chief Executive Officer and the Company's four other most highly
compensated executive officers for services rendered to the Company in 1992,
1993 and 1994.
10
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
ANNUAL COMPENSATION
----------------------------------- AWARDS PAYOUTS
OTHER -------------------------- ---------- ALL
ANNUAL RESTRICTED SECURITIES LONG TERM OTHER
COMPEN- STOCK UNDERLYING INCENTIVE COMPEN-
NAME/TITLE SALARY BONUS SATION(1) AWARDS(2) OPTIONS/SARS PAYOUTS SATION(3)
YEAR $ $ $ $ # $ $
- -------------------- ---------- ---------- ------- ---------- ------------ ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr.
President and
Chief Executive Officer (4)
1994............ $ 950,000 $ 959,642 -- $0 300,000(5) $ 331,988 (6) $42,750
1993............ $ 828,625 $ 621,121 -- $0 156,000 $ 697,028 (7) $37,287
1992............ $ 655,975 $ 381,905 -- $0 47,000 $ 535,448 (8) $29,520
R.L. Gelb
Chairman (9)
1994............ $1,255,000 $1,267,738 -- $0 150,000 $ 570,200 (6) $56,482
1993............ $1,240,000 $1,059,986 -- $0 215,000 $1,327,673(7) $55,809
1992............ $1,173,750 $ 837,014 -- $0 86,000 $1,036,350(8) $52,826
M.E. Autera
Executive Vice President
1994............ $ 609,000 $ 483,851 -- $0 78,600 $ 253,302 (6) $27,405
1993............ $ 591,250 $ 398,580 -- $0 93,400 $ 531,069 (7) $26,609
1992............ $ 555,000 $ 287,914 -- $0 37,000 $ 431,812 (8) $24,984
K.E. Weg
President,
Pharmaceutical Group (10)
1994............ $ 522,700 $ 410,802 -- $0 62,500 $ 199,472 (6) $23,526
1993............ $ 503,333 $ 311,553 -- $0 60,400 $ 431,494 (7) $22,659
1992............ $ 438,750 $ 185,355 -- $0 18,125 $ n.a. (11) $19,751
L.E. Rosenberg, M.D.
President, Pharmaceutical
Research Institute
1994............ $ 467,000 $ 332,073 -- $0 45,625 $ n.a. (12) $21,015
1993............ $ 450,000 $ 250,794 -- $0 45,625 $ n.a. (12) $20,250
1992............ $ 415,000 $ 163,091 -- $0 14,500 $ n.a. (12) $14,175
</TABLE>
- ------------
(1) The only type of Other Annual Compensation for each of the named officers
was in the form of perquisites, and was less than the level required for
reporting.
(2) No awards were made in the fiscal years listed for named executives. As a
result of an award made in a prior year, at December 31, 1994 (based upon
the closing market value stock price of $57.875) the number and market
value of shares of restricted stock held by Dr. Rosenberg were 33,334 and
$1,929,205, respectively.
(3) Consists of matching contributions to the Savings and Investment Program
(SIP) and the Benefit Equalization Plan for the SIP as follows: Mr.
Heimbold ($6,750 and $36,000); Mr. Gelb ($6,750 and $49,732); Mr. Autera
($6,000 and $21,405); Mr. Weg ($5,962 and $17,564); and Dr. Rosenberg
($6,750 and $14,265).
(4) Mr. Heimbold became President and Chief Executive Officer effective January
1, 1994; from October, 1992 to December, 1993 he was President of the
Company; prior to that he was an Executive Vice President of the Company.
(5) See Option Grant table for detailed information on grants included in this
total.
(6) Long Term Performance Award Plan award granted in 1991 and earned over the
four-year performance period from 1991 through 1994. Payout was based on
the achievement of four-year compounded annual earnings per share growth
objectives.
(7) Long Term Performance Award Plan award granted in 1990 and earned over the
four-year performance period from 1990 through 1993. Payout was based on
the achievement of four-year compounded annual earnings per share growth
objectives.
(8) Long Term Performance Award Plan award granted in 1989 and earned over the
four-year performance period from 1989 through 1992. Payout was based on
the achievement of four-year compounded annual earnings per share growth
objectives.
(9) Mr. Gelb was Chief Executive Officer of the Company from January 1, 1972 to
December 31, 1993 and has been Chairman since 1976.
(10) Mr. Weg became President, Pharmaceutical Group in March, 1993; prior to
that he was President, Pharmaceutical Operations.
(11) Mr. Weg was not covered by these awards since they were granted prior to
the merger between Bristol-Myers and Squibb.
(12) Dr. Rosenberg was not covered by these awards since they were granted prior
to his joining the Company.
11
<PAGE>
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
--------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE GRANT DATE
OPTIONS/SARS GRANTED TO OR BASE PRESENT
GRANTED(1) EMPLOYEES IN PRICE(2) VALUE(3)
NAME # FISCAL YEAR ($/SH) EXPIRATION DATE $
- ------------------------------ ------------ ------------------- -------- ------------------- --------------
<S> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr............. 100,000 1.9% $58.6875 January 9, 2004 $ 1,420,238
160,000 3.0% $51.6250 April 4, 2004 $ 1,998,920
40,000 0.8% $61.9500 April 4, 2004 $ 468,342(4)
R.L. Gelb..................... 150,000 2.8% $51.6250 April 4, 2004 $ 1,873,988
M.E. Autera................... 78,600 1.5% $51.6250 April 4, 2004 $ 981,969
K.E. Weg...................... 62,500 1.2% $51.6250 April 4, 2004 $ 780,828
L.E. Rosenberg, M.D........... 45,625 0.9% $51.6250 April 4, 2004 $ 570,005
All Stockholders(5)........... $6,383,121,052
All Optionees(6).............. 5,279,300 100% $51.9279 Various Dates, 2004 $ 66,342,619
</TABLE>
<TABLE>
<S> <C>
All Optionees Grant Date Present Value as a Percent of All Stockholder Value............................ 1.04%
</TABLE>
- ------------
(1) Individual grants become exercisable in installments of 25% per year on each
of the first through the fourth anniversaries of the grant date. At age 60,
all outstanding option grants fully vest. As consideration for the option
grant, an employee must remain in the employment of the Company for one year
from the date of grant. No SARs were granted in 1994. Stock options were the
sole form of long term incentives granted by the Company in 1994.
(2) All grants were made at 100% of Fair Market Value as of date of grant with
the exception of the 40,000 share grant made to Mr. Heimbold on April 5,
1994. See Footnote (4).
(3) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company does not
believe that the Black-Scholes model, or any other model, can accurately
determine the value of an option. Accordingly, there is no assurance that
the value realized by an executive, if any, will be at or near the value
estimated by the Black-Scholes model. Future compensation resulting from
option grants is based solely on the performance of the Company's stock
price. The Black-Scholes Ratio of 0.242 was determined using the following
assumptions: a volatility of .1938, an historic average dividend yield of
3.58%, a risk free interest rate of 6.25% and a 10-year option term.
(4) Stock option grant made with exercise price at 120% of Fair Market Value on
date of grant. Black-Scholes value reflects above market exercise price.
(5) The 'Grant Date Present Value' shown is the incremental gain to all
stockholders as a group which would result from the application of the same
assumptions to all shares outstanding on April 5, 1994, as was used to
estimate the 'Grant Date Present Value' of options listed above.
(6) Information based on all stock option grants made to employees in 1994.
Exercise price shown is the weighted average of all grants. Actual exercise
prices ranged from $51.3125 to $61.95, reflecting the Fair Market Value of
the stock on the date of the option grants.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED 'IN THE MONEY'(3)
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED FISCAL YEAR-END FISCAL YEAR-END
ON VALUE # $
EXERCISE(2) REALIZED ---------------------------- ----------------------------
NAME # $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr............ 0 $0 372,080 300,000 $1,552,489 $ 1,020,000
R.L. Gelb.................... 0 $0 944,330 150,000 $5,248,848 $ 956,250
M.E. Autera.................. 0 $0 172,440 175,150 $1,234,736 $ 601,772
K.E. Weg..................... 0 $0 142,789 121,738 $2,686,862 $ 463,556
L.E. Rosenberg, M.D.......... 0 $0 80,125 45,625 $ 65,586 $ 290,859
</TABLE>
- ------------
(1) All options were granted at 100% of Fair Market Value with the exception of
40,000 granted to Mr. Heimbold at 120% of Fair Market Value. Optionees may
satisfy the exercise price by submitting currently owned shares and/or cash.
Income tax withholding obligations may be satisfied by electing to have the
Company withhold shares otherwise issuable under the option with a Fair
Market Value equal to such obligations.
(2) None of the named executives exercised options in 1994.
(3) Calculated based upon the December 31, 1994 Fair Market Value share price of
$58.00 less the share price to be paid upon exercise.
12
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
As was earlier described in the section on Committees of the Board (pp. 5
and 6), the Compensation and Management Development Committee is responsible for
administering the compensation program for executive officers of the Company.
The Committee is composed exclusively of directors who are 'disinterested
persons' as defined by the Securities and Exchange Commission rules and are
neither employees or former employees of the Company nor eligible to participate
in any of the executive compensation programs.
The Company's executive compensation program is based upon a
pay-for-performance philosophy. Under the Company's program an executive's
compensation consists of three components: base salary, an annual incentive
(bonus) payment, and long term incentives (which may include payments and stock
options). An executive's base salary is determined by an assessment of her/his
sustained performance against her/his individual job responsibilities including,
where appropriate, the impact of such performance on the business results of the
Company, current salary in relation to the salary range designated for the job,
experience and mastery, and potential for advancement. Payments under the
Company's annual incentive plan, the Performance Incentive Plan, are tied to the
Company's level of achievement of annual pretax earnings targets, establishing a
direct link between executive pay and Company profitability. Annual pretax
earnings targets for the overall Company and each operating group are based upon
the earnings budget for the Company as reviewed by the Board of Directors. An
individual executive's annual incentive opportunity is a percentage of her/his
salary determined by the executive's job level. Actual annual incentive payments
are determined by applying a formula based on pretax earnings performance to
each individual's annual incentive opportunity. Applying this formula results in
payments at the targeted incentive opportunity level when budgeted earnings are
achieved and payments below the targeted level when earnings are below those set
by the budget. The formula provides for payments above the targeted level only
when actual earnings exceed budgeted levels of pretax earnings.
The Company's long term incentives are in the form of stock option awards
and long term performance awards. The objective of these awards is to advance
the longer term interests of the Company and its stockholders and complement
incentives tied to annual performance. These awards provide rewards to
executives upon the creation of incremental stockholder value and the attainment
of long term earnings goals. Stock options only produce value to executives if
the price of the Company's stock appreciates, thereby directly linking the
interests of executives with those of stockholders. The number of stock options
granted is based on the grade level of an executive's position and the
executive's performance in the prior year. The size of previous option grants
and the number of options currently held by an executive are not taken into
account in determining the number of options granted. The executive's right to
the stock options vests over a four-year period and each option is exercisable,
but only to the extent it has vested, over a ten-year period following its
grant. In order to preserve the linkage between the interests of executives and
those of stockholders, executives are expected to retain the shares obtained on
the exercise of their stock options, after satisfying the cost of exercise and
taxes, except in specific cases of special financial need. Payouts of long term
performance awards are made ratably only to the extent that the Company achieves
the earnings per share growth objectives established at the time the award was
made. For the four-year period ending in 1994, performance did not meet the
targeted earnings per share growth objectives and, correspondingly, the long
term performance award payments for the 1991 through 1994 performance period
were approximately one-third of the targeted level of awards.
For 1994, the Committee determined that the only form of long term awards
would be stock options. Long term performance awards were not granted in 1994.
During 1994, the Committee, with the assistance of an external, independent
executive compensation consulting firm, decided that beginning in 1995, long
term performance awards would be reinstated and the stock option award
guidelines would be reduced accordingly. This action is consistent with
competitive practice and provides balanced emphasis on both share price
appreciation and the Company's long term financial goals.
13
<PAGE>
The Company's executive compensation program is designed to provide overall
compensation, when targeted levels of performance are achieved, which is above
the median of pay practices of a peer group of twelve large and high performing
industry competitors. The corporations making up the peer companies group are
Abbott Laboratories, American Home Products Corporation, The Gillette Company,
Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pfizer, Inc., The
Procter & Gamble Company, Rhone-Poulenc Rorer Inc., Schering-Plough Corporation,
The Upjohn Company and Warner-Lambert Company. The Syntex Corporation, which had
been included in the peer group companies in prior years, has been deleted due
to their acquisition by Roche Holdings. Compared to the peer companies group,
Bristol-Myers Squibb ranked third largest as measured by sales, second in
operating earnings and has historically performed strongly versus competitors
and the broader array of companies represented in the Fortune 500 and S&P 500
based on return on equity, net earnings as a percent of sales and earnings per
share growth over the five-year period.
The executive compensation program is designed to provide value to the
executive based on the extent individual performance, Company performance versus
budgeted earnings targets, longer term earnings per share growth and share price
appreciation meet, exceed, or fall short of expectations. When expectations are
not met, an executive is paid less than the targeted level of compensation under
the program. As noted earlier, this was the case in the long term performance
awards paid at the end of 1994. Correspondingly, when expectations are exceeded,
incentive payments exceed target levels. This was the case in the most recent
fiscal year, 1994, when Company performance exceeded the annual pretax earnings
expectations established in the budget. This above-target performance resulted
in annual bonus payments which exceeded targeted levels.
At the time the Committee makes executive compensation decisions, the
Committee reviews individual performance and Company performance versus that of
the peer companies group. When 1994 compensation decisions were made, the
Committee reviewed the return on equity, net earnings as a percent of sales and
earnings per share growth over the prior five years. For this period, after
adjusting for nonrecurring and unusual items for both Bristol-Myers Squibb and
the peer companies group, the Company's annual return on equity, net earnings as
a percent of sales and earnings per share growth exceeded the annual average
performance of the peer companies group. Further, Company performance on these
measures significantly exceeded the median annual performance levels of
companies represented in the Fortune 500 (the performance of this index
approximating the performance of the S&P 500). For earnings per share growth,
the measure which is used as the basis for the Company's long term performance
awards, the Company performed in the top half of the peer companies group.
Additionally, in making its compensation decisions, the Committee reviewed data
concerning the levels of executive pay among the peer companies group for
comparison purposes. This data included analyses provided by independent
compensation consultants.
The compensation for Mr. Heimbold results from his participation in the
same compensation program as the other executives of the Company. His 1994
compensation was set by the Committee, applying the principles outlined above in
the same manner as they were applied to the other executives of the Company. In
addition, Mr. Heimbold's compensation reflects his promotion to the position of
Chief Executive Officer effective January 1, 1994.
Because the Company's executive compensation program is designed to reward
the achievement of long term performance results, the majority of Mr. Heimbold's
targeted compensation is based upon annual bonus and long term incentives, with
the annual bonus representing slightly less than one-quarter of total pay and
long term incentives representing more than one-half of the targeted level of
total compensation.
Mr. Heimbold's cash compensation increase reflects the significant
magnitude of his promotion to the position of Chief Executive Officer and his
compensation versus industry competitors. Mr. Heimbold's annual bonus, as was
discussed previously, is based upon the degree to which the overall Company
achieves its pretax earnings budget. For 1994, the Company's overall performance
resulted in a bonus payout to Mr. Heimbold equal to 113.5% of his targeted
award.
14
<PAGE>
A key component of long term compensation is stock options. Options are
exercisable over the ten-year period following their grant. The Company's
compounded stock price appreciation, including reinvested dividends, was below
that of the peer companies' group for the most recent ten-year period and
exceeded that of the S&P 500 for the majority of that period.
Mr. Heimbold's stock option grants for 1994 were based upon the same
considerations that lead to his cash compensation increases. He received a
100,000 share stock option grant in January, 1994 in recognition of his
promotion to Chief Executive Officer. In April, at the time of the annual stock
option grant to executives of the Company, he received a grant which reflected
his role within the Company and comparable grants made to peer Chief Executive
Officers. While all other grants to Company executives were made at the Fair
Market Value on the date of the grant, a portion of Mr. Heimbold's grant was
made at a 20% premium to the Fair Market Value. The Committee took this action
to provide additional incentive to produce incremental shareholder return in
order to realize gains from stock option awards.
The Committee believes that the program it has adopted, with its emphasis
on long term compensation, serves to focus the efforts of the Company's
executives on the attainment of a sustained high rate of Company growth and
profitability for the benefit of the Company and its stockholders.
Deductibility of Compensation Over $1 Million
In 1993, the Omnibus Budget Reconciliation Act of 1993 (the 'Act') was
enacted. The Act includes potential limitations on the deductibility of
compensation in excess of $1 million paid to the Company's five highest paid
officers beginning in 1994. Based on the regulations issued by the Internal
Revenue Service to implement the Act, the Company has taken the necessary
actions to ensure the deductibility of payments under the annual incentive plan
and long term awards plans. The Company will continue to take the necessary
actions to maintain the deductibility of payments under both plans.
Compensation and Management Development Committee
James D. Robinson III, Chairman
Robert E. Allen
Ellen V. Futter
Louis V. Gerstner, Jr.
John D. Macomber
Andrew C. Sigler
PERFORMANCE GRAPHS
The following graphs compare the performance of the Company for the periods
indicated with the performance of the Standard & Poor's 500 Stock Index (S&P
500) and the average performance of a group consisting of the Company's peer
corporations on a line-of-business basis. As previously noted, the corporations
making up the peer companies group are Abbott Laboratories, American Home
Products Corporation, The Gillette Company, Johnson & Johnson, Eli Lilly and
Company, Merck & Co., Inc., Pfizer, Inc., The Procter & Gamble Company,
Rhone-Poulenc Rorer Inc., Schering-Plough Corporation, The Upjohn Company and
Warner-Lambert Company. Total Return indices reflect reinvested dividends and
are weighted using beginning-period market capitalization for each of the
reported time periods. This peer companies group is the group used by the
Company for comparisons in measuring Company performance for compensation
purposes. This group is consistent with the group used in the 1994 Proxy
Statement with the exception of the exclusion of the Syntex Corporation. That
company was excluded due to their acquisition by Roche Holdings.
15
<PAGE>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Bristol-Myers Squibb $100 $124 $168 $133 $120 $128
Peer Companies Group 100 119 184 161 155 178
S&P 500 100 97 126 133 150 152
</TABLE>
Assumes $100 invested on 12/31/89 in Bristol-Myers Squibb Common Stock, S&P
500 Index and Peer Companies Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.
COMPARISON OF 10-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1984 1985 1986 1987 1988
<S> <C> <C> <C> <C> <C>
Bristol-Myers Squibb $100 $132 $168 $173 $197
Peer Companies group 100 147 198 218 250
S&P 500 100 131 156 165 192
</TABLE>
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Bristol-Myers Squibb $254 $315 $428 $337 $306 $324
Peer Companies Group 361 429 665 582 560 641
S&P 500 253 245 319 344 378 383
</TABLE>
Assumes $100 invested on 12/31/84 in Bristol-Myers Squibb Common Stock, S&P
500 Index and Peer Companies Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.
16
<PAGE>
PENSION BENEFITS
The following table sets forth the aggregate annual benefit payable upon
retirement at normal retirement age for each level of remuneration specified at
the listed years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------------------ -------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000.............. $ 30,000 $ 40,000 $ 50,000 $ 60,000 $ 70,000 $ 80,000
250,000.............. 75,000 100,000 125,000 150,000 175,000 200,000
500,000.............. 150,000 200,000 250,000 300,000 350,000 400,000
750,000.............. 225,000 300,000 375,000 450,000 525,000 600,000
1,000,000.............. 300,000 400,000 500,000 600,000 700,000 800,000
1,250,000.............. 375,000 500,000 625,000 750,000 875,000 1,000,000
1,500,000.............. 450,000 600,000 750,000 900,000 1,050,000 1,200,000
1,750,000.............. 525,000 700,000 875,000 1,050,000 1,225,000 1,400,000
2,000,000.............. 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000
2,250,000.............. 675,000 900,000 1,125,000 1,350,000 1,575,000 1,800,000
2,500,000.............. 750,000 1,000,000 1,250,000 1,500,000 1,750,000 2,000,000
2,750,000.............. 825,000 1,100,000 1,375,000 1,650,000 1,925,000 2,200,000
3,000,000.............. 900,000 1,200,000 1,500,000 1,800,000 2,100,000 2,400,000
</TABLE>
Pension benefits are determined by final average annual compensation where
annual compensation is the sum of the amounts shown in the columns labeled
'Salary' and 'Bonus' in the Summary Compensation Table. Benefit amounts shown
are straight-life annuities before the deduction for Social Security benefits.
The executive officers named in the Summary Compensation Table have the
following years of credited service for pension plan purposes: R.L. Gelb -- 40
years; C.A. Heimbold, Jr. -- 31 years; M.E. Autera -- 27 years; K.E. Weg -- 26
years; L.E. Rosenberg -- 4 years.
EXECUTIVE AGREEMENT
On January 1, 1994, the Company entered into a two-year consulting
agreement with former Ambassador Bruce S. Gelb, a former employee, Vice Chairman
and director of the Company. Ambassador Gelb is the brother of Richard L. Gelb.
The agreement provides that Ambassador Gelb will provide advice and counsel to
the Company on matters in his areas of expertise. In exchange for providing
these services to the Company, Ambassador Gelb will be compensated in an annual
amount of $100,000 for up to thirty days of services per year. Amounts paid
under this agreement will be in addition to benefits payable to Ambassador Gelb
as a retired employee under the Company's retirement and benefit plans.
Additionally, Ambassador Gelb will be provided with an office and secretarial
support for the conduct of the services under the agreement and other activities
as well as the use of various facilities available to employees at the Company's
headquarters. In addition, the Company will reimburse Ambassador Gelb for
reasonable expenses he incurs in connection with the services he provides to the
Company under the agreement.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Three directors are to be elected at the meeting for three-year terms
ending at the 1998 Annual Meeting. Louis V. Gerstner, Jr., Charles A. Heimbold,
Jr. and Kenneth E. Weg have been nominated by the Board of Directors for
election at this Annual Meeting. Messrs. Gerstner and Heimbold are presently
directors of the Company. The accompanying proxy will be voted for the Board of
Directors' nominees, except where authority to so vote is withheld. Should any
nominee be unable to serve, the proxy will be voted for such person as shall be
designated by the Board of Directors.
17
<PAGE>
PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Bristol-Myers Squibb has appointed Price
Waterhouse as independent accountants for the year 1995, subject to ratification
by the stockholders. The Audit Committee recommended Price Waterhouse to the
full Board of Directors. Price Waterhouse, because of its high standing in its
field, is considered to be eminently qualified to perform this important
function. A representative of Price Waterhouse is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if desired, and
such representative is expected to be available to respond to appropriate
questions.
Total fees paid or to be paid to Price Waterhouse for audit services for
1994 approximate $4,492,000.
The Board of Directors recommends a vote FOR the ratification of the
appointment of Price Waterhouse.
In the event the stockholders fail to ratify the appointment, it will be
considered as a direction to the Board of Directors to select another
independent accounting firm. It is understood that even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent accounting firm at any time during the year if the Board of
Directors feels that such a change would be in the best interests of the Company
and its stockholders.
PROPOSAL 3 -- STOCKHOLDER PROPOSAL
RELATING TO ANNUAL ELECTION OF DIRECTORS
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington, D.C. 20037, who holds of record 120 shares of
Common Stock, has informed the Company that she intends to present to the
meeting the following resolution:
RESOLVED: 'That the shareholders of Bristol-Myers Squibb recommend that the
Board of Directors take the necessary steps to reinstate the election of
directors ANNUALLY, instead of the stagger system which was recently
adopted.'
REASONS: 'Until recently, directors of Bristol-Myers Squibb were elected
annually by all shareholders.'
'The great majority of New York Stock Exchange listed corporations elect
all their directors each year.'
'This insures that ALL directors will be more accountable to ALL
shareholders each year and to a certain extent prevents the
self-perpetuation of the Board.'
'Last year the owners of 91,818,175 shares, representing approximately
27.2% of shares voting, voted FOR this proposal.'
'If you AGREE, please mark your proxy FOR this resolution.'
BOARD OF DIRECTORS' POSITION
In 1984 the stockholders of the Company decided, by a vote at the Annual
Meeting, to divide the Board of Directors into three classes with the number of
directors in each class being as nearly equal as possible. Each director serves
a three-year term and directors for one of the three classes are elected each
year. Similar procedures for this staggered election approach have been adopted
by many major corporations and, in fact, more than half of the other Fortune 500
companies provide for the election of their directors in this manner.
18
<PAGE>
The staggered election of directors is intended to provide continuity of
experienced directors on the Board and prevent a precipitous change in the
composition of the Board. With staggered elections, at least two annual
stockholder meetings would be required to effect a change in control of the
Board of Directors. One benefit derived from that situation is an enhancement of
management's ability to negotiate in the best interest of all the stockholders
with a person seeking to gain control of the corporation. A further benefit is
the assurance of continuity and stability in the management of the business and
affairs of the Company since a majority of the directors will always have prior
experience as directors of the Company.
At the time the classified board approach was adopted, it was supported by
over 70% of the stockholders voting on the proposal. It has continued to receive
the same high level of support throughout the past nine years when this same
stockholder has challenged the process with this same resolution. In each of
those years the stockholder's resolution was defeated with between 84.5% and 67%
of the votes cast voting to defeat it.
Accordingly, the Board of Directors recommends a vote AGAINST the proposed
resolution.
PROPOSAL 4 -- STOCKHOLDER PROPOSAL RELATING TO RETIREMENT PLAN FOR
NON-EMPLOYEE DIRECTORS
Milton A. Laitman, Lt. Col., USA Ret., 31 Roberts Circle, Basking Ridge,
New Jersey 07920, who holds of record 9,900 shares of Common Stock, has informed
the Company that he intends to present to the meeting the following resolution:
The Company has a retirement plan for non-employee directors with five
years or more of Board service. Upon retirement after 5 years of service,
eligible directors will receive annual retirement benefit equal to 50% of the
director's average annual compensation at retirement. For each year of service
in excess of five, the benefit percentage will increase by 2% to a maximum of 20
years of service (80% of total compensation).
RESOLVED: That the stock holders of Bristol-Myers Squibb Company assembled
in person and by proxy hereby recommend that the Board of
Directors withdraw the retirement plan thus making such a plan
unavailable to current and future non-employee directors.
REASON: Non-employee directors are more than adequately compensated by
Bristol-Myers Squibb.
SUPPORTING STATEMENT:
a) At present the non-employee director receives an
annual fee of $35,000.00, plus a fee of $2,000.00 for
each Board meeting attended. Based on 11 meetings in
1993, the minimum compensation would appear to be at
least $57,000 annually.
b) After five years of service, each non-employee
director would be eligible to receive a life annuity
of at least $28,500: after ten years, a life annuity
of $34,200. If we assume an average of 10 years of
service and retirement at age 70, this would mean the
director receives an annuity worth $285,000.00 or an
average additional annual income of $28,500.
c) The total compensation would therefore average out
over a ten year period to $85,500 per year, EXCLUSIVE
of the value of stock options and other benefits.
19
<PAGE>
This amount is overly excessive, especially when one
considers the further points that:
1. The non-employee director is already eligible or will
be eligible to receive a major pension benefit as well
as group life, medical and dental benefits from his
primary employer.
2. The rate of the pension benefit (50% of annual fees
after five years or 10% per year for the first five
years) far exceeds the normal rate of pension benefits
for employees (1 1/2% per year).
3. The average non-employee director already serves on
the Board of Directors of 3.5 additional commercial
companies and is eligible to receive a similar set of
benefits from many of these companies.
4. The cancellation of these benefits would still mean
that each non-employee director would be receiving
$57,000 per year exclusive of any additional fees or
benefits.
5. The current retirement benefit for non-employee
directors after five years is DOUBLE the MAXIMUM
Social Security retirement benefit available to an
employee who has contributed steadily for 40 years.
The above supporting statements demonstrate that the provision of these
retirement benefits for non-employee directors is wasteful, duplicative,
contrary to economic wisdom and reflects a profligate use of Company assets.
Moreover, this policy cannot help but undermine the morale and productivity of
full-time employees. The current minimum annual compensation for directors
($5,000 per meeting) should be more than adequate to attract and retain those
who are business leaders and whose counsel could benefit the Company.
BOARD OF DIRECTORS' POSITION
As with compensation programs for its employees, the Company provides
non-employee directors with a compensation package which is designed to attract,
retain and motivate the highest caliber of directors possible. Correspondingly,
a competitive mix of current cash (in the form of retainer and meeting fees),
shareholder return driven long term compensation (in the form of stock options)
and benefits (including a retirement plan) are provided.
Non-employee director retirement plans are prevalent among the Company's
peer corporations. Indeed, eleven of the twelve peer group companies, set forth
in the Company's disclosure in the Performance Graphs on pg. 16, provide
retirement plans for non-employee directors. A recent study by an independent
consulting firm surveyed the non-employee director compensation programs and
practices of 100 leading multibillion dollar companies. Among this group of
companies, 79% provide retirement programs for their non-employee
directors -- an increase of approximately 18% over the last 5 years.
Continuing to provide competitively attractive compensation and benefit
arrangements for non-employee directors is a key element in attracting,
motivating and retaining high caliber talent. Providing non-employee directors
with a competitively strong compensation program supports the recruitment and
selection of directors. Since potential directors are often sought by numerous
companies, a company's compensation is a factor in the director's decision to
join a Board of Directors. Withdrawal of the non-employee director retirement
plan would place the Company at a competitive disadvantage in today's
marketplace.
Accordingly, the Board of Directors recommends a vote AGAINST the proposed
resolution.
1996 PROXY PROPOSALS
Stockholder proposals relating to the Company's 1996 Annual Meeting of
Stockholders must be received by the Company at its principal executive offices,
345 Park Avenue, New York, New York 10154, attention Corporate Secretary, no
later than November 16, 1995.
20
<PAGE>
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
['RECYCLED' LOGO] Printed on recycled paper
<PAGE>
APPENDIX 1
NOTICE SAVINGS CARD
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM
- --------
The enclosed Notice of 1995 Annual Meeting and Proxy Statement is being provided
to you as a participant in the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program pursuant to regulations of the Securities and Exchange Commission.
These regulations are designed to provide you with current information regarding
Bristol-Myers Squibb Company and Bristol-Myers Squibb Company Common Stock which
represents the investment of the Company Stock-based fund in the Bristol-Myers
Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company
Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc.
Savings and Investment Program.
If you are the owner of record of Bristol-Myers Squibb shares outside the Plans
a copy of the 1994 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 1994 Annual Report is enclosed.
Participants who had funds invested in one of the Company Stock-based funds on
the record date for the 1995 Annual Meeting additionally receive the opportunity
to instruct the Trustee of the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program how to vote the Common Stock attributable to their accounts at the 1995
Annual Meeting of Stockholders.
Since you did not have any funds invested in the Company's Stock-based funds of
any of these Plans on the record date for the 1995 Annual Meeting NO ACTION IS
REQUIRED ON YOUR PART.
PLEASE HELP US
We attempt to eliminate all duplicate mailings to the extent permitted under
applicable laws and regulations. If you receive duplicate mailings of any of the
enclosed materials using different versions of your name and/or address please
send us copies of all the address imprints for all the materials you received
and indicate the preferred name and/or address you want us to use for all the
mailings.
We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Suite 4100 DM, Bristol-Myers Squibb Company,
345 Park Avenue, New York, New York 10154.
<PAGE>
APPENDIX 2
NOMINEE CARD
PROXY [LOGO] BRISTOL-MYERS SQUIBB COMPANY
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS MAY 2, 1995
The undersigned hereby appoints R.L. GELB, C.A. HEIMBOLD, JR. and E.V.
FUTTER, and each of them, proxies, with full power of substitution in each of
them, for and on behalf of the undersigned to vote as proxies, as directed and
permitted herein, at the Annual Meeting of Stockholders of the Company to be
held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May
2, 1995 at 9:45 a.m., and at any adjournments thereof upon matters set forth in
the Proxy Statement and, in their judgment and discretion, upon such other
business as may properly come before the meeting.
- --------------------------------------------------------------------------------
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED.
IF NO CHOICE IS
SPECIFIED THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSALS 3
AND 4.
- --------------------------------------------------------------------------------
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<PAGE>
Please mark
your votes
as this
[x]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
PROPOSALS 1 AND 2.
1. Election of Directors
L. V. GERSTNER, JR.,
C. A. HEIMBOLD, JR.
and K. E. WEG
WITHHELD FOR the following nominee(s)
only (write name(s) below):
- ----------------------------------------------------
FOR
ALL
[ ]
WITHHELD
FOR ALL
[ ]
2. Appointment of
Accountants
FOR
[ ]
AGAINST
[ ]
ABSTAIN
[ ]
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE 'AGAINST'
PROPOSALS 3 AND 4.
3. Directors' Terms FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Retirement Plan For [ ] [ ] [ ]
Non-Employee
Directors
Please Sign Here exactly as your name(s)
appear(s) to the left
Signature
-----------------------------------------
Signature
-----------------------------------------
Dated
-----------------------------------------
When signing as attorney, executor, administrator, trustee
or guardian, please give full title. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
<PAGE>
APPENDIX 3
VOTING INSTRUCTION CARD
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
PROXY VOTING INSTRUCTIONS
BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM
BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN
BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM
IMPORTANT
PLEASE COMPLETE AND RETURN
The enclosed Notice of the 1995 Annual Meeting and Proxy Statement is being
provided to you as a participant in the Bristol-Myers Squibb Company Savings and
Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift
Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment
Program.
If you are also the owner of record of Bristol-Myers Squibb shares outside the
Plans a copy of the 1994 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 1994 Annual Report is enclosed.
Participants in any of the Plans who had funds invested in a Bristol-Myers
Squibb Company Common Stock-based investment fund on the record date for the
1995 Annual Meeting, may instruct the plan Trustee how to vote the shares
attributable to their account by completing the reverse side of this card and
returning it by April 21, 1995. Shares of Common Stock for which no voting
instructions are received by the Trustee by April 21, 1995 will be voted in the
same proportion as the shares as to which it has received instructions.
Bristol-Myers Squibb Company urges you to COMPLETE, DATE, SIGN and RETURN this
confidential voting instruction card TODAY.
PLEASE HELP US
We attempt to eliminate all duplicate mailings to the extent permitted under
applicable laws and regulations. If you receive duplicate mailings of any of the
enclosed materials using different versions of your name and/or address please
send us copies of all the address imprints for all the materials you received
and indicate the preferred name and/or address you want us to use for all the
mailings.
We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Suite 4100 DM, Bristol-Myers Squibb Company,
345 Park Avenue, New York, New York 10154.
<PAGE>
Please mark
your vote
as this
[x]
The shares represented by these Voting Instructions will be voted as directed
below. Where no direction is given when the signed Voting Instructions are
returned, such shares will be voted FOR Items 1 and 2 and AGAINST
Items 3 and 4.
- ----------------------
EQUIVALENT
SHARES
To Fidelity Management Trust Company, as Trustee:
The undersigned hereby directs the Trustee to vote, in person or by proxy, at
the Annual Meeting of Stockholders of Bristol-Myers Squibb Company to be held
on May 2, 1995, or any adjournment thereof, all full and fractional shares of
Common Stock of Bristol-Myers Squibb Company credited to my account under the
Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers
Squibb Company Employee Incentive Thrift Plan or the Bristol-Myers Squibb
Puerto Rico, Inc. Savings and Investment Program as indicated below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
PROPOSALS 1 AND 2.
1. Election of Directors
L.V. GERSTNER, JR.,
C.A. HEIMBOLD, JR.
and K.E. WEG
WITHHELD FOR the following nominee(s)
only (write name(s) below):
- ------------------------------------------------
FOR
ALL
[ ]
WITHHELD
FOR ALL
[ ]
2. Appointment of
Accountants
FOR
[ ]
AGAINST
[ ]
ABSTAIN
[ ]
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE 'AGAINST'
PROPOSALS 3 AND 4.
FOR AGAINST ABSTAIN
3. Directors' Terms [ ] [ ] [ ]
4. Retirement Plan [ ] [ ] [ ]
For Non-Employee
Directors
Signature(s)
---------------------------------------------
Date
-------------------------
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING
<PAGE>
APPENDIX 4
PROXY CARD
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
ANNUAL MEETING OF STOCKHOLDERS MAY 2, 1995
IMPORTANT
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED AS YOU
INDICATE ON THE REVERSE SIDE OF THIS CARD, OR WHERE NO
CONTRARY INDICATION IS MADE, WILL BE VOTED FOR PROPOSALS 1 AND
2 AND AGAINST PROPOSALS 3 AND 4. The full text of the
proposals and the position of the Board of Directors on each
appears in the Proxy Statement and should be reviewed prior to
voting.
PLEASE COMPLETE AND RETURN THIS PROXY CARD TODAY
COMMENTS
HOTEL DUPONT
11th & Market Streets, Wilmington, DE 19801
(302)594-3100
DIRECTIONS BY CAR:
<TABLE>
<S> <C> <C>
FROM BALTIMORE OR FROM NEW JERSEY FROM PHILADELPHIA
DOWNSTATE DELAWARE: (New Jersey Turnpike): (I-95 South):
1. Take I-95 North to Wilmington Exit 7 1. Take the New Jersey Turnpike south 1. Take I-95 South through Chester to
marked 'Route 52, Delaware Avenue'. to Delaware Memorial Bridge. Wilmington.
2. From right lane, take Exit 7 onto 2. After crossing the Delaware Memorial 2. Follow I-95 South to Exit 7A marked '52
Adams Street. Bridge, follow signs to I-95 North. South, Delaware Avenue'.
3. At the third traffic light on Adams 3. From I-95 North, follow steps 1-5 3. Follow exit road (11th Street) to
Street, turn right onto 11th Street. outlined in directions 'From Baltimore intersection with Delaware Avenue marked
4. At the intersection of Delaware or Downstate Delaware'. '52 South, Business District'.
Avenue, bear left, continuing on 11th 4. At Delaware Avenue intersection, bear
Street. left, continuing on 11th Street.
5. Follow 11th Street through four 5. Follow 11th Street through four traffic
traffic lights. Hotel duPont is on the lights. Hotel duPont is on the right.
right.
</TABLE>
LIMITED COMPLIMENTARY PARKING for stockholders attending the 1995 Annual Meeting
is available at the HOTEL CAR PARK, located on Orange Street between 11th and
12th Streets approximately one block from the hotel. SHOW YOUR ADMISSION
TICKET TO THE PARKING ATTENDANT TO RECEIVE COMPLIMENTARY PARKING. Valet Parking
is also available at the Hotel duPont at your own expense.
DIRECTIONS BY TRAIN:
Amtrak train service is available into Wilmington, Delaware station. The Hotel
duPont is located approximately twelve blocks from the train station.
<PAGE>
PLEASE MARK
YOUR VOTE
AS THIS
[X]
The shares represented by this proxy will be voted as directed by the
stockholder. WHERE NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST ITEMS 3 AND 4.
- ----------------------
COMMON
- ----------------------
DIVIDEND REINVESTMENT
- ----------------------
PFD
The undersigned hereby appoints R. L. Gelb, C. A. Heimbold, Jr. and
E. V. Futter, and each of them, proxies, with full power of substitution in each
of them, for and on behalf of the undersigned to vote as proxies, as directed
and permitted herein, at the Annual Meeting of the Stockholders of the Company
to be held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware,
on May 2, 1995 at 9:45 a.m., and at any adjournments thereof upon matters set
forth in the Proxy Statement and, in their judgment and discretion, upon such
other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
PROPOSALS 1 AND 2.
1. Election of Directors
L.V. GERSTNER, JR.,
C.A. HEIMBOLD, JR.
and K.E. WEG
WITHHELD FOR the following nominee(s)
only (write name(s) below):
- --------------------------------------------------
FOR
ALL
[ ]
WITHHELD
FOR ALL
[ ]
2. Appointment of
Accountants
FOR
[ ]
AGAINST
[ ]
ABSTAIN
[ ]
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE 'AGAINST'
PROPOSALS 3 AND 4.
FOR AGAINST ABSTAIN
3. Directors' Terms [ ] [ ] [ ]
4. Retirement Plan [ ] [ ] [ ]
For Non-Employee
Directors
I plan to attend the Annual Meeting. [ ]
I have noted comments on the reverse
side of this card. [ ]
Signature(s)
----------------------------------------------
Date
--------------------
NOTE: Please sign as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
FOLD AND DETACH PROXY CARD HERE
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING
ADMISSION TICKET
[LOGO] BRISTOL-MYERS SQUIBB COMPANY
1995 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 2, 1995
9:45 AM
Hotel duPont
11th & Market Streets
Wilmington, Delaware
PLEASE ADMIT NON-TRANSFERABLE
SEE REVERSE SIDE FOR DIRECTIONS TO THE HOTEL DUPONT
